Directors

Non-Executive Directors

The Non-Executive Directors have letters of appointment stating their annual fee and that their appointment is subject to satisfactory performance and their re-election at forthcoming AGMs. Their appointment may be terminated within a maximum of six months written notice at any time. Copies of the letters of appointment will be available for inspection prior to and during the AGM and are also available for inspection at the Company’s registered office during normal business hours.

The remuneration of the Chairman and the Non-Executive Directors is determined by the Board within the limits set out in the articles of association, including reviewing the level of fees paid by comparator companies.

The Chairman and the Non-Executive Directors do not participate in any meeting at which discussions in respect of matters relating to their own position take place. There is not currently a Senior Independent Director although there is a deputy Chairman. The Board will review annually the need for a Senior Independent Director.

Executive Directors

Adrian Gunn, the Chief Executive Officer, and Tony Dyer, the Chief Financial Officer, are responsible for the management of the business. Chaired by the Chief Executive Officer the Group Executive Committee meets regularly throughout the year. As well as the Chief Executive Officer and the Chief Financial Officer, its membership at the date of this report also includes Keith Lewis, Engineering Operations Director and Dave Rees, HR & Training Director who joined the committee on 1 August 2009.

The principal role of the Group Executive Committee is to ensure the Group Management Team is directed to implement the requirements of the Board and the Company’s shareholders.

The respective roles of the Board and Group Executive are discussed further under Internal Control.

The Company seeks to have a development framework to assist the Chairman, Executive Directors and Non-Executive Directors in discharging their responsibilities effectively. Non-Executive Directors meet regularly with members of the Group Executive Committee and other senior managers and receive regular business updates via scheduled presentations.